Type B Organisations
Self-Assessment Checklist
This document provides a checklist for all ‘Type B’ organisations to complete. After the table has been filled in, the organisation will understand where the things that it does are the same or different from actions recommended for the Type B organisations which wish to adopt the Governance Code.
You should fill in the relevant columns and lines in this checklist, and assess where and why the differences happen in order to find out whether your organisation complies with the Governance Code for Community, Voluntary and Charity Organisations in Ireland.
After completing the checklist, rank the actions that remain to be done in order of priority, assign responsibility and a deadline in each case. Work through the outstanding actions until all actions have been done.
After doing all this, your organisation can state that it complies with The Governance Code for the Community, Voluntary and Charitable Sector in Ireland. This should be communicated on all public materials.
If you cannot implement certain implementation actions it is still possible to state that you comply with the Code. You will need to explain, alongside the public statement of compliance, which actions are not being done and why you are not doing them. Providing the explanation means you comply with the overall Code. A typical place for this type of public information would be on your website and/or in your annual report/accounts.
The statement that you comply with the Governance Code is only valid for one year. In adopting the Governance Code, organisations are making a commitment to review their compliance with it every year. That means that this checklist will need to be filled in and reviewed by the Board every year.
Note that to make it easier to read the implementation actions, we have used the words ‘board’ and ‘board member’ instead of ‘governing body’ and ‘member of the governing board’. If your organisation is not a company limited by guarantee it will not have board members. In this case, the words will refer to the governing body, committee core group or relevant grouping. The actions stay the same.
Governance Code: checklist for ‘Type B’ organisations 28
PrincipleSub Principle / We comply / Don’t comply now but intend to / Action to be taken to achieve compliance / Date for completion of action / Responsible person / Don’t comply / Explanation for not complying
Principle 1. Leading our organisation.
1.1 Agreeing our vision, purpose and values and making sure that they remain relevant.
1.1 (a)
Develop and agree a written statement outlining the organisation’s purpose, mission and values.
1.1 (b)
Make sure 1.1(a) is reflected in the governing document of the organisation (for example, memorandum and articles of association or deed of trust and constitution).
1.1 (c)
Review at least every three years to make sure the organisation is still relevant.
1.1 (d)
Work with staff to develop and agree written policy statements where necessary.
Review at least every three years.
1.2 Developing, resourcing, monitoring and evaluating a plan to make sure that our organisation achieves its stated purpose.
1.2 (a)
Work with staff to develop and agree a yearly work plan that sets out:
· aims;
· objectives;
· timelines;
· targets;
· a budget, and;
· funding plan.
1.2 (b)
Agree board and staff roles around:
· fundraising activities;
· funding applications, and;
· contact with funders.
1.2 (c)
Make sure there is a monitoring and evaluation system in place.
1.2 (d)
Ask manager to report progress compared with objectives to board on a regular basis.
1.3 Managing, supporting and holding to account staff, volunteers and all who act on behalf of the organisation.
1.3 (a)
Make sure contracts and employment policies are in place and that they cover:
· recruitment;
· induction;
· supervision;
· appraisals;
· grievance, and;
· disciplinary procedures.
1.3 (b)
Make sure:
· formal arrangements are set up for the ongoing supervision and development of staff, and,
· staff appraisals are carried out at least once a year.
1.3 (c)
If involving volunteers, put a volunteer policy in place. This policy should cover:
· recruitment;
· induction;
· support;
· supervision, and;
· what happens if problems arise.
1.3 (d)
Make sure staff have up to date job descriptions.
Principle 2. Exercising control over our organisation.
2.1 Identifying and complying with all relevant legal and regulatory requirements.
2.1 (a)
Decide if the organisation’s current legal form is appropriate. For example, is your group,
· an unincorporated association;
· a company limited by guarantee;
· a trust, or;
· a friendly society.
Comply with the relevant requirements.
2.1 (b)
If the organisation is a company limited by guarantee, appoint a board member to act as Company Secretary.
[2.1 (b) continued]
A non-board member, and possibly a member of staff, but ideally not the Manager, may be considered for the Company Secretary role. This is because one of the two main roles of the Company Secretary is to act as one of the ‘custodians of governance’ within the organisation. If the Manager is the Company Secretary then one of the necessary checks and balances which ensure best practice in governance is removed.
A member of staff may assist the Company Secretary in carrying out duties. However, the Company Secretary is responsible for making sure that the duties associated with the role are carried out.
See guidance note on this point.
2.1 (c)
If the organisation is a charity, make sure charity registration is in place and that regulatory requirements are being met.
2.1 (d)
Make sure there is a health and safety policy. This should also identify the person responsible for health and safety in the organisation.
Ask this person to report on health and safety matters that arise.
2.1 (e)
Make sure policies regarding:
· employment;
· equality and;
· data protection
are in place.
2.1 (f)
Keep contact details of beneficiaries with their permission in a safe place.
Do not give their details to someone outside the organisation.
Do not keep unnecessary personal information.
Make sure you comply with data protection legislation.
2.1 (g)
Make sure other policies are in place to comply with other relevant law (for example, child protection or food safety).
2.1 (h)
Make sure that you comply with the terms and conditions of public or private grants received, including governance requirements.
2.2 Making sure there are appropriate internal financial and management controls.
2.2 (a)
Monitor income and expenditure against budget and cash-flow each quarter or more often.
2.2 (b)
Produce yearly accounts (audited or independently examined as appropriate).
Sign off on these.
2.2(c)
Agree and put in place appropriate financial management procedures, systems and controls.
2.2 (d)
Agree spending limits for the manager.
2.3 Identifying major risks for our organisation and deciding ways of managing the risks.
2.3 (a)
With the manager, develop a risk management policy and risk management plan for the year. This should identify the plan to deal with each risk identified. Review and up date plan each year.
2.3 (b)
Take out appropriate insurance for example, public liability, buildings and employers insurance.
2.3 (c)
If the organisation owns property or any assets make sure that legal ownership is in the name of the organisation and that the community interest is protected if the organisation ceases to exist.
Take legal advice if necessary.
Principle 3. Being transparent and accountable.
3.1 Identifying those who have a legitimate interest in the work of our organisation (stakeholders) and making sure there is regular and effective communication with them about our organisation.
3.1 (a)
Identify your key stakeholders and decide how the organisation will communicate with them.
3.1 (b)
Appoint an agreed spokesperson for the organisation.
3.1 (c)
Produce a yearly activity report. Make it widely available as possible (for example, on the organisation’s website).
3.1 (d)
Meet the reporting requirements of any funder and the relevant regulator (for example, Companies Registration Office or the Charity Regulator, if appropriate).
3.1 (e)
Make sure that the annual meeting is held in line with your governing document. Consider other ways in which members and beneficiaries can be kept informed, such as a newsletter or through your website.
3.1 (f)
State publicly that you comply with the Governance Code, making sure:
1) Your organisation’s board of directors signs and displays the one-page document outlining the five principles of the Code. This document should be displayed publicly:
· on your website;
· in your annual report;
· in your reception area.
[3.1 (f) continued]
2) Your organisation is working on the relevant actions to put these principles in place (use the Checklist). Where you are not as yet working on required actions, explain why.
As a result of both action points above, insert the following statement statement into the Directors report (or other relevant place) in your audited accounts: “We comply with the Governance Code for community, voluntary and charitable organisations in Ireland. We confirm that a review of our organisation’s compliance with the principles in the Code was conducted [provide date].
[3.1 (f) continued]
“This review was based on an assessment of our organisational practice against the recommended actions for each principle. The review sets out actions and completion dates for any issues that the assessment identifies need to be addressed.”
3.2 Responding to stakeholders’ questions or views about the work of our organisation and how we run it.
3.2 (a)
Use the annual meeting to listen to the views of beneficiaries about the work of the organisation.
3.2 (b)
Put a clear system in place for dealing with correspondence, feedback and complaints to the organisation.
3.3 Encouraging and enabling the engagement of those who benefit from our organisation in the planning and decision-making of the organisation.
3.3 (a)
Actively seek feedback from the beneficiaries of your organisation.
3.3 (b)
Consult with beneficiaries if significant changes to the organisation are being planned.
Principle 4. Working effectively.
4.1 Making sure that our governing body, individual board members, committees, staff and volunteers understand their: role, legal duties and delegated responsibility for decision-making.
4.1 (a)
Make sure that all board members and sub-committee members (if any) understand and are familiar with the Governance Code and the organisation’s governing documents.
4.1 (b)
Make sure that board members understand that they have a duty to act independently in a personal capacity in promoting the aims of the organisation in line with its governing document. While board members may be nominated by particular group, they must not act as a representative of that group in acting as a board member.
Board members must at all times respect board confidentiality.
4.1 (c)
Agree and document the roles of the officers and ordinary board members and the terms of reference for any sub-committees.
4.1 (d)
Agree and write up a process for decision-making between meetings. Agree the decisions that can be delegated and the decisions that must be taken by the board. (Make sure that this is in line with the governing document and get advice if not).
4.1 (e)
Clarify the differences between the responsibilities of the board and the manager.
4.1 (f)
Make sure that board members do not interfere in duties delegated to staff but should hold staff to account through the CEO.
4.2 Making sure that as a board we exercise our collective responsibility through board meetings that are efficient and effective.
4.2 (a)
Make sure that the board meets regularly and in line with your governing document.
4.2 (b)
The chair with the manager or secretary sets the agenda of board meetings.
4.2 (c)
Agenda and minutes of last meeting to be sent before meeting.
4.2 (d)
Make sure board minutes follow standard practice, for example, advice sheets from the Office of the Director of Corporate Enforcement.
4.2 (e)
Start and finish meetings on time. Chair is responsible for:
· keeping order at meetings, encouraging maximum participation and;
· ensuring that decisions are made and implemented.
4.3 Making sure that there is suitable board recruitment, development and retirement processes in place.
4.3 (a)
Take time once a year to review the way that the board works and identify improvements.
4.3 (b)
Review the skills, attributes and experience that are needed on the board each year.
Decide how you will develop existing board members or recruit new members to meet these
needs.
[4.3 (b) continued]
Select new board members according to the rules laid out in your governing document and the need to promote equal opportunities and diversity at board level.
Consider the extent to which your board is made up of member representatives, beneficiaries or external representatives and what the best mix is.
4.3 (c)
Welcome new board members, explain the work of the board and its committees and help them to get involved.
Make sure new board members are given a copy of the governing document, yearly work plan, policy positions, recent board minutes and this Governance Code.
4.3 (d)
Provide appropriate training for board members.
Principle 5. Behaving with integrity.
5.1 Being honest, fair and independent.
5.1 (a)
Make sure the chair leads the board in developing an ethical culture in line with the values of the organisation.
5.1 (b)
Develop and agree a code of conduct for board members that outlines the expected standards of behaviour and what happens if they are not met.
5.1 (c)
Make sure the code of conduct gives clear guidelines on the receipt of gifts or hospitality by board members.
5.1 (d)
Make sure all board members sign a commitment to follow the code on appointment.
5.1 (e)
Review your code of conduct each year.
5.1 (f)
Be fair by consistently applying the same ethical standards to every person and situation.
5.2 Understanding, declaring and managing conflicts of interest and conflicts of loyalties.
5.2 (a) Hold a discussion about the issues of ‘conflict of interest’ and ‘conflict of loyalty.’
Develop a policy on each of these.
5.2 (b)
Each board member and anyone else present must tell the board if they believe they have a conflict of interest on a matter to be decided at the meeting. Unless the board decides otherwise, they must leave when the board is discussing or deciding on that matter. The person concerned should be told what decision was reached.
Conflicts of interest must be recorded in the minutes.
Conflicts of loyalty may be serious enough to be conflicts of interest.
5.2 (c)
Establish a register of directors’ interests. Update it each year.
Board members must notify the board of any relevant changes in their interests when they happen. These should be recorded in the register.
5.3 Protecting and promoting our organisation’s reputation.
5.3 (a)
Make sure all board members understand their responsibility to act as champions for the organisation by promoting its work and reputation.
5.3 (b)
Make sure the code of conduct makes it clear that each board member has a duty not to do anything that may damage the reputation of the organisation.
5.3 (c)
Make sure the code of conduct clarifies that board members have a duty to maintain the confidentiality of board meetings.
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